Comdial Corp Watch

from SC 13D 1 page Exhibit 1 Joint Filing Agreement the Undersigned Hereby Consent to the Joint Filing by Any of Them of a Statement on Schedule 13d and Any Amendments Thereto, Whether Heretofore or Hereafter Filed, Relating to the Securities of Comdial Corporation, and Hereby Affirm That This Amendment No. 2 to the Schedule 13d Is Being Filed on Behalf of Each of the Undersigned. Dated: November 7, 2002 Commonwealth Associates, L.P. By: Commonwealth Associates Management Company, Inc., Its General Partner By:/S/ Joseph P. Wynne Name: Joseph P. Wynne Title: Chief Financial Officer Dated: November 7, 2002 Commonwealth Associates Management Company, Inc. By: /S/ Joseph P. Wynne Name: Joseph P. Wynne Title: Chief Financial Officer Dated: November 7, 2002 Commonwealth Group Holdings, LLC By: /S/ Michael S. Falk Name: Michael S. Falk Title: Dated: November 7, 2002 Comvest Management, LLC By: /S/ Joseph P. Wynne Name: Joseph P. Wynne Title: Chief Financial Officer Dated: November 7, 2002 /S/ Michael S. Falk Michael S. Falk

from DEF 14C ~20 pages Certification of Incorporation

from PRE 14C ~20 pages Exhibit 1 Certificate of Incorporation

from SC 13D ~20 pages Underwriting agreement

from SC 13D ~20 pages Subscription Agreement

from SC 13D ~20 pages Subscription Agreement Dated 6/21/2002

from SC 13D ~10 pages Underwriting agreement

from S-2/A ~50 pages Underwriting agreement

from S-2 ~50 pages Underwriting agreement